Exhibit
4.14


 


 


THIRD SUPPLEMENTAL INDENTURE


 


 


THIRD SUPPLEMENTAL INDENTURE
(the “Supplemental Indenture”),
dated as of as of __________, 2004, to the Indenture (defined below) made by
and among Foster Wheeler LLC, a limited liability company organized under
the laws of Delaware (the “Company”), the guarantors set forth on Exhibit A
hereto and BNY Midwest Trust Company, an Illinois trust company (the “Trustee”), as
successor to the obligations of Harris Trust and Savings Bank, an Illinois
banking corporation.


 


W I T N E S S E T H


 


WHEREAS, the Company has
issued 6 3/4% Senior Secured Notes due 2005 guaranteed by Foster Wheeler Ltd.
(“Parent”) and the
subsidiary guarantors set forth in the Indenture (together with Parent, the “Guarantors”) (the “2005 Notes”), pursuant
to the Indenture dated November 15, 1995 by Foster Wheeler Corporation to
Harris Trust and Savings Bank (the “Original Indenture”), as amended and supplemented by the
Amended and Restated First Supplemental Indenture dated as of August 10, 2001
by the Company and the guarantors set forth therein to Harris Trust and Savings
Bank (the “First Supplemental
Indenture”) and the Second Supplemental Indenture dated as of
August 16, 2002 by the Company and the guarantors set forth therein (the “Second Supplemental Indenture”),
and together with the Original Indenture and the First Supplemental Indenture,
the “Indenture”);


WHEREAS, the Company desires
to amend the Indenture for the purpose of changing and eliminating certain
provisions;


WHEREAS, Section 902 of
the Indenture provides that the Indenture may be amended, subject to certain
exceptions, with the consent of the Holders of a majority in aggregate
principal amount of the outstanding 2005 Notes;


WHEREAS, the Company has
received consents to the following amendments from the holders of at least a
majority in aggregate principal amount of the outstanding 2005 Notes; and


WHEREAS, all conditions
precedent to amend the Indenture and to make this Third Supplemental Indenture
a valid and binding instrument in accordance with its terms have been
satisfied.


NOW, THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company, the
Guarantors and the Trustee agree as follows:


 

















 


ARTICLE
I

EFFECTIVENESS AND EFFECT


 


SECTION 1.01.  Effectiveness and Effect.


This Third Supplemental
Indenture shall take effect on the date hereof.  The provisions set forth in this Third Supplemental Indenture
shall be deemed to be, and shall be construed as part of, the Indenture.  All references to the Indenture in the
Indenture or in any other agreement, document or instrument delivered in
connection therewith or pursuant thereto shall be deemed to refer to the
Indenture as amended by this Third Supplemental Indenture.


 


ARTICLE
II

AMENDMENT OF CERTAIN PROVISIONS OF THE INDENTURE


 


SECTION 2.01.  Deletion of Certain Provisions.


 


(a)   The section headings and the text of Sections
501(5), 1004 and 1005 of the Indenture are hereby deleted and eliminated
in their entirety and replaced with “[Intentionally Deleted by Amendment]”.


(b)   The section heading and the text of Section
2.1 of the Second Supplemental Indenture is hereby deleted and eliminated in
its entirety and replaced with “[Intentionally Deleted by Amendment]”.


(c)   All references in the Indenture, as amended
by this Section 2.1, to any of the provisions deleted and eliminated as
provided above, or to terms defined in such provisions, shall also be deemed
deleted and eliminated.


ARTICLE
III

MISCELANEOUS


 


SECTION 3.01.  Indenture Effective.


Except as amended and
supplemented hereby, the Indenture is hereby ratified and confirmed in all
respects and shall remain in full force and effect.


SECTION 3.02.  Amendment; Discharge.


No provisions of this Third
Supplemental Indenture may be changed, waived, discharged or terminated orally,
but only by an instrument in writing signed by the parties hereto.


SECTION 3.03.  Notices.


All notices provided
hereunder shall be deemed made when delivered to the principal executive
offices of the party to be notified.


SECTION 3.04.  Governing Law.


This Third Supplemental
Indenture shall be governed by and construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
entirely within such State, without regard to the conflicts of law principles
of such State.


SECTION 3.05.  Counterparts.


 


2

















 


This Third Supplemental
Indenture may be executed in counterparts, each of which when so executed shall
be an original, but all such counterparts shall together constitute one and the
same instruments.


SECTION 3.06.  Trustee.


The Trustee makes no
representations as to the validity or sufficiency of this Third Supplemental Indenture.  The statements and recitals herein are
deemed to be those of the Company not of the Trustee.


SECTION 3.07.  Trust Indenture Act to Control.


If and to the extent that
any provision of this Third Supplemental Indenture limits, qualifies or conflicts
with the duties imposed by Sections 310 to 318, inclusive, of the TIA,
such imposed duties shall control.  If
any provision of this Third Supplemental Indenture modifies or excludes any
provision of the TIA that may be so modified or excluded, the latter provision
shall be deemed to apply to this Third Supplemental Indenture as so modified or
excluded, as the case may be.


SECTION 3.08.  Headings.


The titles and headings of
the articles and sections of this Third Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.


SECTION 3.09.  Separability.


In case any one or more of
the provisions contained in this Third Supplemental Indenture shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other
provisions of this Third Supplemental Indenture, but this Third Supplemental Indenture
shall be construed as if such invalid or illegal or unenforceable provision had
never been contained herein or therein.


SECTION 3.10.  Benefits of Supplemental Indenture.


Nothing in this Third
Supplemental Indenture or Indenture, express or implied shall give to any
Person, other than the parties hereto and thereto and their successors
hereunder and thereunder, any benefit of any legal or equitable right, remedy
or claim under the Indenture or this Third Supplemental Indenture.


SECTION 3.11.  Assignment.


The Company will have the
right at all times to assign any of its respective rights or obligations under
this Third Supplemental Indenture to a direct or indirect wholly owned
Subsidiary of the Company; provided that, in the event of any such
assignment, the Company will remain liable for all such obligations.  Subject to the foregoing, this Third
Supplemental Indenture is binding upon and inures to the benefit of the parties
thereto and their respective successors and assigns.  This Third Supplemental Indenture may not otherwise be assigned
by the parties thereto.


SECTION 3.12.  Definitions.


Capitalized terms used but
not defined herein shall have the respective meaning ascribed to them in the
Indenture.


 


3

















 


IN WITNESS WHEREOF, the
Company and the Trustee have caused this Third Supplemental Indenture to be
executed and delivered of the date first written above.


 


	
  FOSTER WHEELER LLC

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FOSTER WHEELER LTD.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  EQUIPMENT CONSULTANTS, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FOSTER WHEELER HOLDINGS LTD.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FOSTER WHEELER ASIA LIMITED

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  



 


4

















 


	
  FOSTER WHEELER CAPITAL & FINANCE CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FOSTER WHEELER CONSTRUCTORS, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FOSTER WHEELER DEVELOPMENT CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FOSTER WHEELER ENERGY CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FOSTER WHEELER ENERGY MANUFACTURING, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  



 


5

















 


	
  FOSTER WHEELER ENERGY SERVICES, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FOSTER WHEELER ENVIRESPONSE, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FOSTER WHEELER ENVIRONMENTAL CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FOSTER WHEELER FACILITIES MANAGEMENT, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FOSTER WHEELER INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  



 


6

















 


	
  FOSTER WHEELER INTERNATIONAL CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FOSTER WHEELER INTERNATIONAL HOLDINGS, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FOSTER WHEELER POWER GROUP, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FOSTER WHEELER POWER SYSTEMS, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FOSTER WHEELER PYROPOWER, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  



 


7

















 


	
  FOSTER WHEELER REAL ESTATE DEVELOPMENT CORP.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FOSTER WHEELER REALTY SERVICES, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FOSTER WHEELER USA CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FOSTER WHEELER VIRGIN ISLANDS, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FOSTER WHEELER ZACK, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  



 


8

















 


	
  FW MORTSHAL, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  FW TECHNOLOGIES HOLDINGS, LLC

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  HFM INTERNATIONAL, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  PROCESS CONSULTANTS, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  PYROPOWER OPERATING SERVICES COMPANY, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  



 


9

















 


	
  PERRYVILLE III TRUST

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  
	
   

  
	
   

  
	
  BNY MIDWEST TRUST COMPANY,

  
	
    As Trustee

  
	
   

  
	
   

  
	
  By:

  	
   

  
	
   Name:

  
	
   Title:

  



 


10

















 


Exhibit A


 


Guarantors


 


	
  Foster Wheeler Ltd.

  
	
  Equipment Consultants, Inc.

  
	
  Foster Wheeler Holdings Ltd.

  
	
  Foster Wheeler Asia Limited

  
	
  Foster Wheeler Capital & Finance Corporation

  
	
  Foster Wheeler Constructors, Inc.

  
	
  Foster Wheeler Development Corporation

  
	
  Foster Wheeler Energy Corporation

  
	
  Foster Wheeler Energy Manufacturing, Inc.

  
	
  Foster Wheeler Energy Services, Inc.

  
	
  Foster Wheeler Enviresponse, Inc.

  
	
  Foster Wheeler Environmental Corporation

  
	
  Foster Wheeler Facilities Management, Inc.

  
	
  Foster Wheeler Inc.

  
	
  Foster Wheeler International Corporation

  
	
  Foster Wheeler International Holdings, Inc.

  
	
  Foster Wheeler Power Group, Inc.

  
	
  Foster Wheeler Power Systems, Inc.

  
	
  Foster Wheeler Pyropower, Inc.

  
	
  Foster Wheeler Real Estate Development Corp.

  
	
  Foster Wheeler Realty Services, Inc.

  
	
  Foster Wheeler USA Corporation

  
	
  Foster Wheeler Virgin Islands, Inc.

  
	
  Foster Wheeler Zack, Inc.

  
	
  FW Mortshal, Inc.

  
	
  FW Technologies Holdings, LLC

  
	
  HFM International, Inc.

  
	
  Process Consultants, Inc.

  
	
  Pyropower Operating Services Company, Inc.

  
	
  Perryville III Trust

  



 


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